Tracey L. Dexter

About Tracey L. Dexter

Executive Vice President and Chief Financial Officer of Seacoast Banking Corporation of Florida (SBCF); age 51; tenure at Seacoast 8 years. Prior roles include SVP & Controller (Jan 2017–Jun 2020) and Senior Manager in PwC’s Banking & Capital Markets practice; credentials include CPA (Florida) and prior Series-7 registration . Company performance during her tenure window (2020–2024): TSR values for an initial $100 investment were $96.34 (2020), $117.04 (2021), $105.27 (2022), $98.73 (2023), $91.72 (2024); net income was $77.76M (2020), $124.40M (2021), $106.51M (2022), $104.03M (2023), $120.99M (2024); adjusted EPS growth was -17.92% (2020), 43.04% (2021), -10.17% (2022), -13.42% (2023), -15.07% (2024); adjusted ROATE was 10.93%, 13.97%, 12.86%, 12.80%, 11.25% respectively .

Past Roles

Organization	Role	Years	Strategic Impact
Seacoast Banking Corporation of Florida	SVP & Controller	2017–2020	Built financial reporting and controls; foundation for CFO transition
Seacoast Banking Corporation of Florida	EVP & CFO	2020–Present (post-Jun 2020)	Led FP&A, deposit strategy, capital allocation; investor transparency
PricewaterhouseCoopers	Senior Manager, Banking & Capital Markets	Not disclosed	Audit/advisory across banking; capital markets expertise

External Roles

Organization	Role	Years	Notes
Hibiscus Children’s Center	Board Member	Not disclosed	Community engagement

Fixed Compensation

Metric	2022	2023	2024
Base Salary ($)	393,750	456,250	475,000
STI (Non-Equity Incentive) ($)	—	311,500 (paid as RSAs)	437,500 (cash, paid Mar 2025)
Annualized Base Salary Action ($)	—	475,000	475,000
STI Target ($, 2024 performance)	—	—	350,000
STI Payout % (2024)	—	—	125%

Notes

2024 STI metrics: equally weighted ROATA, gross primary customer acquisition, and EPS budget; payout range 0–200% with +/-15% qualitative overlay; 2024 payouts approved at 125% .

Performance Compensation

Annual STI Structure (2024)

Component	Weighting	Target	Actual	Payout	Vesting
ROATA	1/3	Not disclosed	Not disclosed	Contributes to 125% total payout	Cash paid April 2025
Gross Primary Customer Acquisition	1/3	Not disclosed	Not disclosed	Contributes to 125% total payout	Cash paid April 2025
EPS Budget Target	1/3	Not disclosed	Not disclosed	Contributes to 125% total payout	Cash paid April 2025

Long-Term Incentives (Grants in 2024 tied to 2023 performance)

Award Type	Grant Date	Target Shares	Payout Range	Performance Period	Vesting
PSUs (EPS growth vs peers 50%; ROATE vs peers 50%; Tier 1 capital gate)	4/1/2024	12,873	0–225% of target	2024–2026	12/31/2027 (1-year service post-performance)
RSAs (time-based)	4/1/2024	4,291	N/A	N/A	Ratable over 3 years (Apr 1, 2025/2026/2027)

Equity Ownership & Alignment

Ownership Detail	Amount	Notes
Total Beneficial Ownership (shares)	31,837	Includes plan holdings and options within 60 days
Ownership (% of outstanding)	~0.037%	Calculated: 31,837 / 85,614,460 shares outstanding
ESPP Shares	850	Employee Stock Purchase Plan
Executive Deferred Compensation Plan (EDCP) shares	499	Held in EDCP
Options (exercisable within 60 days)	2,842	$31.15 strike; expire 04/01/2028
Options (unexercisable)	0	—
RSAs Unvested (granted 4/1/2022)	991	Vest 4/1/2025
RSAs Unvested (granted 4/1/2023)	3,013	Remaining tranches vest 4/1/2025 and 4/1/2026
RSAs Unvested (granted 4/1/2024)	16,871	Vest ratably 4/1/2025–2027
PSUs Unvested (granted 4/1/2022)	8,736	Performance through 12/31/2024; service to 12/31/2025
PSUs Unvested (granted 4/1/2023)	13,489	Performance through 12/31/2025; service to 12/31/2026
PSUs Unvested (granted 4/1/2024)	12,873	Performance through 12/31/2026; service to 12/31/2027
In-the-money value of options at 12/31/2024	$0	SBCF close $27.53 vs $31.15 strike (out-of-the-money)
Hedging & Pledging	Hedging prohibited; pledging requires pre-approval and is capped at $250,000; no pledges disclosed for Dexter
Ownership Guidelines	3x base salary (Other Senior Executive Officers); 75% net shares held until target; 50% hold for 12 months post-vest/exercise; NEOs are on track or met targets

Insider activity/pressure indicators

Late Form 4 noted on April 12, 2024: RSAs acquired (16,871 shares) and tax withholding on vested awards (701 shares) . Upcoming RSA vest dates (Apr 1, 2025–2027) and PSU service requirements (Dec 2025/2026/2027) may create periodic sell-to-cover events .

Employment Terms

Provision	Detail
Agreement Type	Change-in-Control Agreement (executed Jan 20, 2021; auto-renews annually)
Trigger	Double-trigger (termination without cause or resignation for good reason within 1 year post-CiC)
Cash Severance	1x (base salary + average annual performance bonus for last 3 fiscal years)
Final Year Bonus	Prorated, based on average performance bonus
Benefits	Health/welfare for 12 months
Covenants	Confidentiality; 1-year non-compete, non-solicit of customers/employees, non-disparagement (post-termination under covered scenarios)
Clawback	Incentive comp recoupment aligned with SEC/Nasdaq rules
Equity in CiC	No single-trigger acceleration; if awards not assumed in CiC, acceleration disclosed in table below

2024 Other Potential Post-Employment Payments (Dexter)

Scenario	Cash Severance ($)	Other Annual Benefits ($)	Accelerated Equity Value ($)	Total ($)
Death/Disability	—	—	1,540,937	1,540,937
Termination w/o Cause or Resign for Good Reason following CiC	1,350,000	1,518	1,540,937	2,892,455
CiC where awards not assumed	—	—	1,540,937	1,540,937
CiC where awards assumed	—	—	—	—

Compensation Structure Analysis

Mix and risk: Long-term incentives emphasize PSUs (75%) with relative EPS/ROATE metrics and a Tier 1 capital gate; RSAs (25%) provide retention; STI moved back to cash for 2024 vs prior-year RSA settlement, increasing near-term liquidity but preserving clawback eligibility .
No pay percentile target: CGC does not target specific market percentiles; uses peer data for reasonableness; independent consultant (Alvarez & Marsal) with no conflicts .
Governance protections: No option repricing without shareholder approval; no excise tax gross-ups; no single-trigger equity acceleration; strict hedging prohibitions and restricted pledging .

Say-on-Pay & Peer Group

Say-on-Pay approval: 97% support at 2024 annual meeting .
Compensation Peer Group (2024): Includes ABCB, AUB, BANF, CVBF, EFSC, FBNC, FFIN, BUSE, FIBK, HOMB, INDB, PPBI, RNST, SFBS, SFNC, TOWN, TRMK, UCB, WSBC, WSFS; Independent Bank Group removed due to announced acquisition .

Board/Committee Context

CGC membership and independence: CGC comprised solely of independent directors; 6 meetings; oversees compensation and governance, succession planning, sustainability; consultant A&M engaged; no conflicts .
Clawback policy: Applies to incentive compensation based on financial results later restated (misconduct not required) .

Performance & Track Record

Metric	2020	2021	2022	2023	2024
TSR (Value of $100 investment, $)	96.34	117.04	105.27	98.73	91.72
Peer Group TSR (Value of $100, $)	90.62	127.96	120.74	128.99	137.17
Net Income ($M)	77.76	124.40	106.51	104.03	120.99
Adjusted EPS Growth (%)	-17.92	43.04	-10.17	-13.42	-15.07
Adjusted ROATE (%)	10.93	13.97	12.86	12.80	11.25

Highlights and risks

Company’s TSR underperformed peer TSR across 2022–2024; net income rebounded in 2024 while adjusted EPS growth remained negative; ROATE stayed in low-teens, supporting PSU emphasis on returns and EPS growth .
Dexter’s 2024 individual contributions included financial transparency with investors, FP&A oversight, and deposit strategy; role in investment decision-making and prioritization .

Equity Vesting Schedule (Forward Pressure Indicators)

Award	Quantity	Next Key Dates
RSAs (2022 grant)	991	Vest 4/1/2025
RSAs (2023 grant)	3,013	Vest tranches 4/1/2025, 4/1/2026
RSAs (2024 grant)	16,871	Vest tranches 4/1/2025–2027
PSUs (2022 grant)	8,736	Perf end 12/31/2024; service to 12/31/2025
PSUs (2023 grant)	13,489	Perf end 12/31/2025; service to 12/31/2026
PSUs (2024 grant)	12,873	Perf end 12/31/2026; service to 12/31/2027

Related Party & Risk Indicators

Related party transactions: Board/Audit oversees; no Dexter-specific related party disclosures noted .
Hedging/pledging: Hedging prohibited; pledging tightly limited; no Dexter pledges disclosed .
Late Section 16: One late Form 4 (Apr 12, 2024) for RSA grant and tax withholding, consistent with scheduled grants/vesting mechanics .
Tax gross-ups: None on perquisites; no excise tax gross-ups upon CiC .
Option repricing: Explicitly prohibited without shareholder approval .

Investment Implications

Alignment: Strong at-risk mix via PSUs tied to relative EPS and ROATE with a capital adequacy gate; stock ownership guidelines and mandatory post-vest holding enhance alignment .
Near-term flow: Cash STI in 2025 increases liquidity; recurring RSA/PSU vesting dates suggest periodic sell-to-cover activity but no distress (options are currently out-of-the-money) .
Retention/CiC: Dexter’s CiC protection (1x salary+bonus, 12 months benefits) and double-trigger equity treatment support retention while limiting windfalls; no single-trigger acceleration .
Execution risk: Company TSR lagging peers in 2022–2024 and negative adjusted EPS growth elevate performance risk; PSU design focused on relative metrics should pressure management toward return discipline and earnings growth .